Country
Closing a company in Germany: routes, rules and your records
The commercial register is where you file to close a company in Germany. The two routes are Shareholder resolution and Insolvency opening. A state data protection authority is the data-protection authority for the records. the shareholders resolve to dissolve the company and the articles do not set a lower majority.
The commercial register records a limited liability company under the Limited Liability Companies Act. A shareholder resolution and an insolvency opening are the two dissolution routes that register shows.
| Fact | Detail |
|---|---|
| Registry | The commercial register. Federal Ministry of Justice |
| Regulator | A state data protection authority. Federal Commissioner for Data Protection and Freedom of Information |
| Employee notice | Section 17 of the Protection Against Dismissal Act. Federal Ministry of Justice |
| Records to keep | Section 257 of the Commercial Code. Federal Ministry of Justice |
| Data-protection law | The Federal Data Protection Act. Federal Ministry of Justice |
How to close a company in Germany
Shareholder resolution is used when the shareholders resolve to dissolve the company and the articles do not set a lower majority. Unless the articles say otherwise, the resolution needs three quarters of the votes cast. The articles may add further grounds for dissolution. Expiry of a period that the articles already fix is a separate ground and is not this vote. Insolvency opening is used when the court opens insolvency proceedings, or a final order refuses to open them because there are not enough assets. The shareholders may resolve to continue the company only if the debtor's own petition is withdrawn or the court ends the proceedings after confirming a plan that keeps the company in existence.
Dissolution and liquidation routes
| Route | When it is used | Source |
|---|---|---|
| Shareholder resolution | the shareholders resolve to dissolve the company and the articles do not set a lower majority. Unless the articles say otherwise, the resolution needs three quarters of the votes cast. The articles may add further grounds for dissolution. Expiry of a period that the articles already fix is a separate ground and is not this vote. | Federal Ministry of Justice |
| Insolvency opening | the court opens insolvency proceedings, or a final order refuses to open them because there are not enough assets. The shareholders may resolve to continue the company only if the debtor's own petition is withdrawn or the court ends the proceedings after confirming a plan that keeps the company in existence. | Federal Ministry of Justice |
The registry
The commercial register. Dissolution of a limited liability company is filed for entry in the commercial register. That filing is not required when insolvency proceedings are opened or refused, or when a court finds a defect in the articles, because the court enters the dissolution and the reason on its own. If the company is deleted for lack of assets, the dissolution entry is skipped. The liquidators publish the dissolution in the company gazettes and, in the same notice, call on creditors to come forward with their claims.
Employees: consultation and notice
Section 17 of the Protection Against Dismissal Act. Before dismissals inside 30 calendar days, the employer notifies the Federal Employment Agency when the establishment usually has more than 20 and fewer than 60 employees and more than 5 are dismissed, when it usually has at least 60 and fewer than 500 and either 10 percent or more than 25 are dismissed, or when it usually has at least 500 and at least 30 are dismissed. Other endings the employer brings about count toward those numbers. The employer informs the works council in writing, in good time, of the reasons, the numbers and occupational groups, the period, the selection criteria, and the criteria for any severance. Employer and works council discuss how to avoid or limit the dismissals and how to soften the effects. Managing directors and similar senior people who can hire or dismiss on their own are not employees for this count.
For staff who worked in a US state, read final paycheck and WARN rules by state.
Data protection when the company closes
The Federal Data Protection Act. Section 1 applies the Act to processing of personal data by federal public bodies and, for private bodies, to automated processing and to non-automated processing that is stored in a filing system, except activity that is purely personal or household. Section 1(5) says the Act does not apply where European Union law applies directly, and it names Regulation (EU) 2016/679, the General Data Protection Regulation, as that law.
A state data protection authority. The Federal Commissioner for Data Protection and Freedom of Information says private companies are usually supervised by the state authorities, with some exceptions. The Commissioner supervises federal public bodies and certain other bodies, and monitors compliance with the General Data Protection Regulation and the Federal Data Protection Act in that area.
The Federal Commissioner says removing or replacing names is not enough on its own. Combinations of features that can still identify a person have to be considered. Data have no personal link when the details can no longer be matched to an identified or identifiable person, or only with a disproportionate effort of time, cost, and labor. If it is not clear that the link is gone, the data stay personal data.
Where the GDPR applies, read GDPR and de-identified records before you treat the filing as a US privacy rule.
Records to keep
Section 257 of the Commercial Code. A merchant keeps commercial books, inventories, opening balance sheets, annual financial statements, and the working instructions needed to understand them, together with commercial letters sent and received and the vouchers for book entries. Books, inventories, and financial statements are kept for ten years. Accounting vouchers are kept for eight years, and the other documents for six years. Banks, insurers, and securities institutions keep the vouchers for ten years. The period starts at the end of the calendar year in which the last book entry was made, the inventory was drawn up, the statement was adopted, the letter was received or sent, or the voucher came into being.
What this means for a data license
You give the data partner the right to use your records, with personal details removed, for AI research. Personal details are removed before anything leaves your company. Customer and staff details are never shared. You approve each system before anything is shared. To train and test AI that helps people do their jobs. Never for marketing, and never sold as contact lists. You keep ownership of your data, and full use of it in your business. You agree not to license the same records to anyone else. You sign an NDA and the licensing agreement, directly with the data partner, not with Vetrix. The partner is a US-based AI data company. We tell you the data partner's name before you sign. Read what is shared and what is removed, and read the license terms, before you decide.
You need at least 30 staff at peak, or 25 if most of your staff are in the US, and at least 2 years of records.
General information only. This is not legal, tax or financial advice.
The registries already read are listed in how to close a company in another country.
The order of work before the filing is how to wind down a company.
A different registry is how to close a company in Ireland.
If liquidation is the comparison, read Netherlands company liquidation.
Related
- Closing a company by country
Dissolution or liquidation route, registry, employee notice, and data-protection authority by country.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- India
The Registrar of Companies is the registry. One route is Voluntary strike-off.
- Ireland
The Companies Registration Office is the registry. One route is Voluntary strike-off.
- Israel
The Companies Registrar is the registry. One route is Voluntary liquidation.
- What's shared
Which records can be licensed, which details never leave, and what you approve.
- Systems
What common business tools do to company data after you cancel, including each vendor deletion window.
- Is it legal?
What GDPR, US rules, and bankruptcy law say about licensing company data.
Questions about closing a company in Germany
How do you close a company in Germany?
You close a company in Germany through Shareholder resolution or Insolvency opening. Shareholder resolution is used when the shareholders resolve to dissolve the company and the articles do not set a lower majority. Insolvency opening is used when the court opens insolvency proceedings, or a final order refuses to open them because there are not enough assets. The commercial register is the office that takes the filing.
When does a shareholder vote dissolve a German limited liability company?
Section 60 says the company is dissolved when the shareholders pass a resolution to dissolve it. Unless the articles set a different rule, that resolution needs three quarters of the votes cast. The articles may add other grounds. The mere end of a period already written into the articles is a separate ground and is not this vote. The dissolution is then filed in the commercial register, except where a court enters it on its own.
How long does the German Commercial Code say accounting papers are kept?
Section 257 says commercial books, inventories, opening balance sheets, and annual financial statements are kept for ten years. Accounting vouchers are kept for eight years, and commercial letters are kept for six years. Banks, insurers, and securities institutions keep the vouchers for ten years. The period starts at the end of the calendar year of the last book entry, the inventory, the adopted statement, the letter, or the voucher.
When does the Federal Commissioner say data no longer have a personal link?
Removing or replacing names is not enough. Combinations of features that can still identify a person have to be considered. The Commissioner treats details as having no personal link when they can no longer be matched to an identified or identifiable person, or only with a disproportionate effort of time, cost, and labor. If it is not clear that the link is gone, the data stay personal data and the data-protection duties remain.
Sources
- Federal Ministry of Justice. Limited Liability Companies Act, section 60.
- Federal Ministry of Justice. Limited Liability Companies Act, section 65.
- Federal Ministry of Justice. Federal Data Protection Act, section 1.
- Federal Commissioner for Data Protection and Freedom of Information. The BfDI: inform, advise, enforce.
- Federal Commissioner for Data Protection and Freedom of Information. Personal data in software development and testing.
- Federal Ministry of Justice. Protection Against Dismissal Act, section 17.
- Federal Ministry of Justice. Commercial Code, section 257.